EX-3.1 2 ex3-1.txt ARTICLES OF INCORPORATION Exhibit 3.1 DEAN HELLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: secretaryofstate.biz ARTICLES OF INCORPORATION (PURSUANT TO NRS 78) ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name of Corporation: VB Biotech Laboratories, Inc. 2. Resident Agent United Corporate Services, Inc. Name and Street Name Address: (must Street be a 202 South Minnesota Street Carson City NEVADA 89703 Nevada address where Street Address City Zip Code process may be served). Optional Mailing Address City State Zip Code 3. Shares: See attached rider (number of shares Number of shares Number of shares corporation with par value: 100,000,000 Par value: $ 0.0001 without par value: authorized to issue) 1. Dr. Yossef Av-Gay 4. Names & Addresses, Name of Board of 3849 West 13th Avenue Vancouver, B.C. CANADA V6R-2S9 Directors/Trustees: Street Address City State Zip Code (attach additional page if there is more than 3 2. Shlomo Wachtel directors/trustees Name 237 Cranbrooke Avenue Toronto, Ontario CANADA M5M-1M8 Street Address City State Zip Code 3. Name Street Address City State Zip Code 5. Purpose: (optional- see instructions) The purpose of this Corporation shall be: 6. Names, Address Michael A. Barr /s/ Michael A. Barr and Signature of Name Signature Incorporator. (attach additional page 10 Bank Sreet, Suite 560 White Plains NY 10606 if there is more than 1 Address City State Zip Code incorporator). 7. Certificate of I hereby accept appointment as Resident Agent for the above named corporation. Acceptance of Appointment of /s/ Michael A. Barr 7/5/05 Resident Agent: Authorized Signature of R. A. or On Behalf of R. A. Company Date Kathleen C. Garlov, Asst. Secy.
This form must be accompanied by appropriate fees. VB BIOTECH LABORATORIES, INC. ATTACHMENT: #3 Class Number of Shares Par Value ----- ---------------- --------- COMMON 100,000,000 $0.00010 PREFERRED 10,000,000 $0.00100 The designations and the powers, preferences and rights, and the qualifications or restrictions thereof are as follows: The Preferred shares shall be issued from time to time in one or more series, with such distinctive serial designations as shall be stated and expressed in the resolution or resolutions providing for the issuance of such shares as adopted by the Board of Directors; the Board of Directors is expressly authorized to fix the number of shares of each series, the annual rate or rates of dividends for the particular series, the dividend payment dates for the particular series and the date from which dividends on all shares of such series issued prior to the record date for the first dividend payment date shall be cumulative, the redemption price or prices for the particular series, the voting powers for the particular series, the rights, if any, of holders of the shares of the particular series to convert the same into shares of any other series or class or other securities of the corporation, with any provisions for the subsequent adjustment of such conversion rights, the rights, if any, of the particular series to participate in distributions or payments upon liquidation, dissolution or winding up of the corporation, and to classify or reclassify any unissued preferred shares by fixing or altering from time to time any of the foregoing rights, privileges and qualifications. All the Preferred shares of any one series shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative; and all preferred shares shall be of equal rank, regardless of series, and shall be identical in all respects except as to the particulars fixed by the Board as hereinabove provided or as fixed herein. Dean Heller Secretary of State 254 Norht Carson Street, Suite 1 Carson City, Nevada 89701-4299 (776) 684 5706 Website: secretaryofstate.biz Certificate of Amendment (Pursuant to NRS 78.380) ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.380 - Before Issuance of Stock) 1. Name of Corporation: VB Biotech Laboratories, Inc. 2. The articles have been amended as follows (provide article numbers, if available): Article 1 of the Articles of Incorporation is hereby amended for the purpose of changing the name of the Corporation from VB Biotech Laboratories, Inc. to VB Trade, Inc. and is hereby amended to read in its entirety as follows: 1. The name of the Corporation is VB Trade, Inc. 3. The undersigned declare that they constitute AT LEAST TWO-THIRDS of the INCORPORATORS [ ] or of the board of DIRECTORS [X] (check one box only) 4. Effective date of filing (optional): (must be no later than 90 days after the certificate is filed) 5. The undersigned affirmatively declare that to the date of this certificate, no stock at the corporation has been issued. 6. Signature /s/ R Primack /s/ A. Friedman ------------------------------ ---------------------------- Signature Signature * If more than two signatures, attach an 8 1/2 x 11 plain sheet with additional signatures. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees.